Changing the Articles of Association (Public Benefit Company)

 

Nature of the Service

​Changing the Articles of Association of a Public Benefit Company.



Applicable Provisions of the Law

The Companies Law 5760-1999, Sections: 20, 15-24, 345a, 345b, 345e, 345g



Required Documents and Guidelines

  • Minutes of Meeting of the General Meeting regarding the Resolution to Change the Articles of Association​

The Company is entitled to change its Articles of Association by means of a General Meeting resolution received by a majority of the eligible votes.

The Minuets of Meeting should be signed in the original by two members of the Board of Directors or by a sole member in the case of a sole director.

The Minutes of Meeting will state the number of shareholders who were present at the meeting and by what majority the resolution was received.

Changing the provisions set in the Articles of Association regarding the designation of assets during liquidation will be resolved at a General Meeting, after receiving a detailed account from the Board of Directors of the assets accumulated for its objectives prior to the requested change and the Company’s undertakings in this respect.

The Company must submit the Minutes of Meeting to the Registrar of Companies within 14 days from the date of the resolution.

Changing the Articles of Association is valid from the day of passing the resolution by the Company or at a later date set by the Company in its resolution. With the exceptions listed under ‘Registrar’s Resolutions’ (below).


  •  The Articles of Association

  •  ​Additional Documents (a Company that failed to submit legally required reports to the Registrar)

The Registrar of Trusts will not be required to answer an application for changing the Articles of Association of a company that has not fulfilled the reporting requirements in compliance with the Companies Law during two years prior to the application.

Accordingly, a company that has not fulfilled the reporting requirements as aforesaid will submit to the Registrar all the documents it is legally obliged to submit during the two years prior to the application, as follows:

  1. ​Financial reportS
  2. A list of the five highest paid salaries.
  3. Verbal reports.
  4. Minutes of Meeting from the General Meetings supporting the financial and verbal reports.
  5. Audit Committee recommendations on the matter of approving the reports by the General Meeting.

  • ​ The Registrar’s Resolution
The General Meeting’s resolution to change the issues listed below is subject to the Registrar’s approval:
  1. ​Objective set in the Articles of Association;
  2. Provisions of the Articles of Association regarding the designation of assets after liquidation;
  3. Provisions of the Articles of Association which forbid the distribution of profit.
​The resolution is valid from the day of registration by the Registrar.


Changing public benefit objectives set out in the Articles of Association, adding or removing thereof, including provision of the Articles of Associations regarding the designation of assets after liquidation,
 which the Registrar does not consider to be a “related objective” – is subject to a court approval.


Service Fees

Free of charge.



Options for receiving service

  • Postal delivery 
​Israeli Corporations Authority – Unit of the Registrar of Associations, 39 Yirmiyahu St., Jerusalem 9446722, P.O. Box 34071, Jerusalem 9134001.
  • Reception hours
39 Yirmiyahu St., Jerusalem - Migdalei Habira, Building 1, 10th floor.
Days: Sunday, Monday, Wednesday, Thursday; Hours: 8:30 a.m. – 12:30 p.m.
Tuesday - document submission only, in the box (located on the ground floor of the building).


Handling Time

Up to 45 days from the date the documents were received.​